SHAREHOLDERS AGREEMENTShareholders Agreement • July 26th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of July 15, 2010, by and among ProSight Specialty Insurance Holdings, Inc., a Delaware corporation (“Parent”), PSI Merger Sub Inc., a New York corporation (“Merger Sub”) and the Shareholders set forth on Schedule A (collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
SHAREHOLDERS AGREEMENTShareholder Agreement • July 26th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of July 15, 2010, by and among ProSight Specialty Insurance Holdings, Inc., a Delaware corporation (“Parent”), PSI Merger Sub Inc., a New York corporation (“Merger Sub”) and the Shareholders set forth on Schedule A (collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • July 26th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
This joint filing agreement (this “Agreement”) is made and entered into as of this 26th day of July 2010, by and among The Goldman Sachs Group Inc., Goldman, Sachs & Co., Goldman, Sachs Management GP GmbH, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GSCP Advisors VI, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C., ProSight Equity Management Inc., ProSight Parallel Investment LLC, ProSight Investment LLC, ProSight Specialty Insurance Group, Inc., ProSight Specialty Insurance Holdings, Inc., PSI Merger Sub Inc., TPG Advisors VI, Inc., David Bonderman and James G. Coulter.
